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Introduction to the concept of doing business as legal entity


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Title: Introduction to the concept of doing business as legal entity

Business for Engineers
  • Introduction to the concept of doing business as
    legal entity

Introduction to Business
Planning your business
  • Before setting up your business, you need to know
    about Malaysia economy and basic information
  • Find out business registration requirement
  • Get loans
  • Find market information
  • Find competitor and supplier
  • Prepare a Business Plan
  • Decide of a Business Structure

Malaysia Economy
  • An overview

The GDP is expected to register a smaller overall
decline of 3.0 for 2009 and to grow between 2.0
- 3.0 in 2010
  • The construction sector is projected to grow by
    3.2 in 2010 (2009 3.5)
  • The services sector is anticipated to expand by
    3.6 in (2009 2.1)
  • Services sector such as communication, finance
    and insurance, wholesale and retail trade as well
    as real estate and business services sub-sectors.
  • Several niche growth areas in the services sector
    has been identified Islamic finance, healthcare
    travel, education tourism and ICT

Business Registration Requirement
Suruhanjaya Syarikat Malaysia (SSM)
  • It is also called as Companies Commission of
    Malaysia (CCM)
  • SSM, established on 16 April 2002, serves as an
    agency to incorporate companies and register
  • SSM also ensures compliance with business and
    corporate legislations through comprehensive
    enforcement and monitoring activities.
  • SSM offers efficient and fast service for the
    incorporation of companies, registration of
    businesses and lodgement of statutory documents.
  • SSM has nationwide presence through its
    headquarters located in Kuala Lumpur as well as
    branch offices in all the states in Malaysia.
  • SSM also serves as a depository and custodian of
    corporate and business information. Such
    information is vital to enable the business
    community to make informed business decisions and
    to enable members of the public to carry out

  • SSM is responsible for the administration and
    enforcement of the following legislation
  • Companies Act 1965 (Act 125)
  • Registration of Businesses Act 1956 (Act 197)
  • Trust Companies Act 1949 (Act 100)
  • Kootu Funds (Prohibition) Act 1971 (Act 28)
  • any subsidiary legislation made under the Acts
    specified above such as
  • Companies Regulations 1966 and
  • Registration of Businesses Rules 1957.

Some statistics
  • There are more than 600,000 registered companies
    in Malaysia and approximately 4000 foreign
    companies, majority of them are companies limited
    by shares.
  • (Source Data obtained from the Companies
    Commission of Malaysia)
  • These companies range from small family business
    where the directors and shareholders are family
    members, SMEs as well as large businesses with
    high business volumes and assets.
  • There are over 1,000 companies listed on Bursa
    Malaysia Securities Berhad. The companies are
    publicly traded and public investors can buy and
    sell shares on the Malaysia stock exchange.

  • Financial instituition

Commercial banks
  • There are nine licensed commercial banks
    operating in Malaysia.
  • There are also thirteen foreign banks that have
    established representative offices in Malaysia,
    but they are not permitted to conduct normal
    banking business.
  • Commercial banks are also authorised to deal in
    foreign exchange and are the only financial
    institutions allowed to provide current account
  • In addition to offering normal banking services,
    commercial banks may accept deposits denominated
    in foreign currencies from non-residents, loan
    foreign currencies to residents or syndicate such
    loans for productive purposes or for the purchase
    of Malaysian assets owned by non-residents.

Example of Commercial banks
  • Local
  • Foreign
  • RHB Bank Berhad
  • Public Bank Berhad
  • Malayan Banking Berhad
  • Hong Leong Bank Berhad
  • EON Bank Berhad
  • CIMB Bank Berhad
  • AmBank (M) Berhad
  • Alliance Bank Malaysia Berhad
  • Affin Bank Berhad
  • United Overseas Bank (Malaysia) Bhd.
  • J.P. Morgan Chase Bank Berhad
  • The Bank of Nova Scotia Berhad
  •  Standard Chartered Bank Malaysia Berhad
  • OCBC Bank (Malaysia) Berhad
  • HSBC Bank Malaysia Berhad
  • Deutsche Bank (Malaysia) Berhad
  • Citibank Berhad
  • Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad
  • Bank of China (Malaysia) Berhad
  • Bangkok Bank Berhad
  • The Royal Bank of Scotland Berhad

Investment Banks (Ibs)
  • Investment banks differ from commercial banks,
    which mainly take deposits and make commercial
    and retail loans.
  • Investment banks engage mainly in public and
    private market transactions for corporations,
    governments and investors.
  • These transactions include mergers and
    acquisitions (M A), investitures and issuance
    of equity and debt securities.
  • Investment banks also advise and assist clients
    with specialised industry expertise (such as
    technology and real estate).
  • They also do securities businesses such as
    trading, securitisation, financial engineering,
    merchant banking, funding, investment,
    management and securities services.

Example of Investment Banks (Local)
  1. Affin Investment Bank Berhad
  2. Alliance Investment Bank Berhad
  3. AmInvestment Bank Berhad
  4. CIMB Investment Bank Berhad
  5. ECM Libra Investment Bank Berhad
  6. Hong Leong Investment Bank Berhad
  7. Hwang-DBS Investment Bank Berhad
  8. KAF Investment Bank Berhad
  9. Kenanga Investment Bank Berhad
  10. Maybank Investment Bank Berhad
  11. MIDF Amanah Investment Bank Berhad
  12. MIMB Investment Bank Berhad
  13. OSK Investment Bank Berhad
  14. Public Investment Bank Berhad
  15. RHB Investment Bank Berhad

Development Financial Institutions
  • The development financial institutions are
    government agencies specialising in the provision
    of medium and long-term loans to finance capital
    investments of new industries as well as
    entrepreneurs in the industrial sector.
  • The six Development Financial Institutions are
  • Bank Pembangunan Malaysia
  • Bank Perusahaan Kecil Sederhana Malaysia (SME
  • Export Import Bank of Malaysia Berhad
  • Bank Kerjasama Rakyat Malaysia
  • Bank Simpanan Nasional
  • Agrobank (formerly known as Bank Pertanian

Development Financial Institutions (cont)
  • Other Development Financial Institutions
  • Malaysian Industrial Development Finance Berhad
  • Credit Guarantee Corporation Malaysia Berhad
  • Lembaga Tabung Haji
  • Sabah Development Bank Berhad
  • Sabah Credit Corporation Berhad
  • MIDF was formed as a joint venture between the
    government and the private sector to provide
    medium and long-term finance for the
    manufacturing industry.
  • The other development banks provide loans to
    meet the credit needs of the industrial and the
    agriculture sectors respectively.

Market Analysis Market Strategy
Market Analysis (example Contractor company)
Market Analysis Market Analysis Market Analysis Market Analysis Market Analysis Market Analysis Market Analysis
2004 2005 2006 2007 2008
Potential Customers Growth
Office building construction 6 2,517 2,668 2,828 2,998 3,178
Restaurant construction 3 1,779 1,832 1,887 1,944 2,002
Special facilities construction 3 2,750 2,833 2,917 3,005 3,095
General construction 2 3,264 3,329 3,396 3,464 3,533
Total 3.45 10,310 10,662 11,028 11,411 11,808
Market Analysis (cont)
  • Target Market Segment Strategy
  • What you plan to accommodate your clients
  • Example a well established and expeditious
    permitting program, strict cost accounting and
    supply management, and intensive and
    comprehensive project management
  • Business Analysis
  • Business growth for the past years
  • The Advantage to your company
  • current contractor companies in your proposed
  • Why the proposed area still in need of your
  • Competition and Buying Patterns
  • Identify competitors in the proposed area
  • Supply and demand in the proposed area

Business Structure/Company Ownership
Business Structure
  • In Malaysia, the most common types of businesses
  • Sole proprietorships
  • Partnerships
  • Companies

Sole proprietorships (under companies act 1965)
  • usually have just one business owner, and only
    Malaysian citizens or permanent residents can
  • Personal names or trade names can be used as
    business names, and the Application of Business
    Name form must be filled in before a business can
    be registered.

Partnerships (under companies act 1965)
  • comprise two or more business partners pooling
    their resources in a business with a view to
  • Like sole proprietorships, only Malaysian
    citizens or permanent residents can register
  • A partnership agreement is usually drawn up by
    legal counsel, which outlines the
    responsibilities of each partner, conditions of
    termination and means of resolving intra-partner

Companies (under companies act 1965)
  • The most common type of company in Malaysia is a
    company limited by shares (public limited and
    private limited companies).
  • Private limited companies cannot sell shares to
    the public, and are distinguished by the
    appellation "Sendirian Berhad", shortened to "Sdn
    Bhd" or "S/B".
  • Public limited companies source their capital by
    selling shares to the public, and are
    distinguished by the appellation "Berhad",
    shortened to "Bhd".
  • Most common company structure in Malaysia is
    (Sdn. Bhd).

Companies (cont)
  • a private limited company is limited to 50
    members (public limited companies have no member
  • This form of company can have foreign directors
    but at least 2 of the directors need to be
    principally residing in Malaysia and it can be
    100 foreign owned for industries such as the
    manufacturing, trading, and information
    technology sector.
  • A minimum paid-up capital of only RM2 is needed
    to start a private limited company, while public
    limited companies need a paid-up capital of not
    less than RM60mil (if it seeks to be listed on
    the Kuala Lumpur Stock Exchange Main Board) or
    not less than RM40mil (if it seeks to be listed
    on the KLSE Second Board).

Government Agencies to assist Entreprenuer
  • Various Development programme

Government Agencies for Entreprenuer
  • To assist and guide new and existing
    entrepreneurs in planning their business, the
    following Government agencies have established
    various development programmes
  • Malaysian Entrepreneurship Development Centre
  • Small-and-Medium Enterprises (SME) Development
    Programme by SMIDEC
  • MSC Technopreneur Development
  • Bahagian Latihan Keusahawanan, Kementerian
    Pembangunan Usahawan dan Koperasi
  • MARA Entrepreneurial Development
  • Bahagian Pembangunan Usahawan, Kementerian Kerja
  • Pejabat MARA Negeri
  • Pusat Bimbingan Usahawan

Business Plan
Introduction to Business Plan
  • A Business Plan is a document that underlines in
    details the important elements of a business that
    cover initial plan, market study, capital needs,
    marketing strategies, sales and profit projection
    and so on.
  • Apart from recording all the key information in
    one place for future reference, a business plan
    is also needed when an entrepreneur plans to
    obtain financial help from financial institutions
    when the need to expand the business arises.

Business Plan the purpose
  • the use of a business plan, are
  • To allow the entrepreneur evaluate and assess his
    or her business viability from various aspects,
    especially the technical and financial parts
  • To become a blueprint, or guide after the
    business is successfully launched
  • To study the market condition, trend and
    competition, and conclude if the business will
    have a good prospect to prosper, or otherwise
  • To be used during negotiation with financial
    bodies, in order to obtain loan or expansion

What you need to have in your Business Plan
  • 1. Content page
  • Outline the topics and segments of your Business
    Plan so that you (or the reader) will have an
    easy access to different scopes of the Business
  • Each topic in the Business Plan must be written
    in such a way that the reader can skip any part
    of the earlier section and come back to it later.
  • 2. Executive summary/synopsis introduction
  • Explain, in summary, about the business you are
    planning to venture, and what are the important
    elements the reader can discover from reading
    your business plan.
  • Name the company, type of business,
    products/services offered concisely.

Content in Business Plan
  • 3. The purpose of the business plan
  • State clearly the purpose of the business plan
  • Is it a submission for financial loan from
    specific institution?
  • Is it a plan for a start up operation, or an
    expansion plan for an existing business?
  • Is it a blueprint or a plan for the
    entrepreneurs future reference? Or
  • Is there any other objectives?
  • 4. Company (owner) profile/background
  • This is where the details of the company profile
    and background are discussed.
  • Where is the business based on and operating?
  • Who is the contact person and where are the other
    contact/corresponding details?
  • How long has the company been operating?
  • Is the company a sole propriety, partnership or a
    limited liability (Sdn Bhd)?
  • Take note that there are differences in those 3
    types of business/company structure.
  • What is the companys registration number?
  • What is the total paid capital?
  • List down the shareholders/owners of the company,
    including the details covering full name,
    telephone number, academic qualification and

Content in Business Plan
  • 5. Management and organizational structure
  • What is the companys vision and mission?
  • Who are in the management team and what are the
    qualification and credentials?
  • How is the organizational structure of the
  • List down the key person who will be handling
    different scope of work e.g. operation,
    marketing, finance, sales and so on.
  • State the salary and remuneration package for
    each employee involved, if any.

Content in Business Plan
  • 6. Marketing plans and strategies
  • A very important aspect of a Business Plan.
  • In fact, many loans are rejected due to lack of
    effective marketing plans and strategies in the
    Business plan.
  • Embark on a very detailed analysis of the market
    condition so that you will be able to make
    accurate and sensible sales projection.
  • A good Business Plan will take account the
    aspects of products/services to be offered
    prospects and customers, benefits and advantages,
    ease of availability, location, advertising
    promotion and competition.
  • How does your product differ from what is
    currently being offered in the market?
  • Is it the same?
  • Are you selling your product at a competitive
    price, lower price, or higher price?
  • What about the distribution and supply chain
  • Are you appointing authorized dealers and agents,
    or you will be selling directly to the customers?
  • What are the medium of advertising promotion
    you will be using distributing flyers,
    internet, newspaper, radio, television and so on
    (do not overlook the cost associated with each of
    the promotional method)?

Content in Business Plan
  • 7. Operation/production plan
  • If your business is product-based, how many
    quantities you will be producing in, lets say, 1
  • If the product will undergo a manufacturing
    cycle, draw a clear flow diagram or chart of the
    complete process for the readers to see.
  • How does the inventory works?
  • How is the maintenance of the machinery is
    carried out?
  • 8. Financial plan
  • Also another critical aspect of a Business Plan,
    as to ensure that the figures and numbers of your
    cost, sales, revenue, profit and others are
    realistic. The financial plan consist of the
    following aspect
  • Cost and capital expenditure
  • Financial sources e.g. your own contribution,
    bank loan, hire purchase etc
  • Cash flow analysis monthly, yearly, 3 years and
    so on
  • Income statement yearly, 3 years and so on
  • Break even analysis how long your business will
    be operating before covering all the cost
    incurred during the start up
  • Click here for sample of business plan

Starting your Bussiness
  • Regulatory Agencies concerned with business
  • Business location and site
  • regulatory and record keeping requirement
  • book keeping and accounting system

Regulatory Agencies concerned with business
  • MITI(Matrade, MIDA, smidec)
  • Securities Commission
  • Local Government Authorities
  • Factories and Machinery Department
  • Ministry of Science, Technology and Innovation

Ministry of International Trade and Industry
  • MITI deals with foreign investments and promotion
    thereof and has overall responsibility for all
    aspects of foreign trade and industrial
  • MITI acts through MATRADE, MIDA and SMIDEC
  • i. Malaysian External Trade Development
    Corporation (MATRADE)
  • MATRADE was established since March 1, 1993 as
    the external trade promotion arm of Malaysias
  • MATRADE functions as a focal point for Malaysian
    exporters and foreign importers to source for
    trade related information.

MITI (continue)
  • ii. Malaysian Industrial Development Authority
  • MIDA controls the promotion and co-ordination of
    all industrial activities.
  • It advises MITI on the formulation and
    implementation of various industrial development
    policies, strategies and incentives for industry
    and on other matters concerning accelerated
    industrial development.
  • MIDA issues manufacturing licences, which are
    required under ICA and gives approval on various
  • iii. Small and Medium Industries Development
    Corporation (SMIDEC)
  • SMIDEC was established on May 2, 1996.
  • The establishment of SMIDEC was in recognition of
    the need for a specialised agency to further
    promote the development of Small and Medium
    Industries (SMIs) in the manufacturing sector.

Securities Commission (SC)
  • This is a statutory body, set up under the
    Securities Commission Act 1993 to ensure the
    orderly and efficient development of the
    Malaysian securities market for the purpose of
    national economic development.
  • SC's primary role is to advise the Minister of
    Finance on all matters relating to the securities
    and futures contract industries.
  • It is also to safeguard the public's and
    minorities' interest, as well as to maintain
    market integrity and efficiency.

Local Government Authorities
  • These authorities are responsible for local
    by-laws that affect business operations.
  • Such laws relate mainly to buildings and
    structures (business premises), health, public
    safety and security, and displays (signboards,
    advertisement hoarding (i.e., billboards), etc.)

Local Government - Licenses and Permits
  • Business licenses and permits are issued by the
    relevant ministries and local authorities.
  • Licence and Permit By Local Authorities (Majlis
    Daerah, Majlis Perbandaran etc)
  • Komposit Perniagaan, Permohonan Lesen Anjing,
    Permohonan Lesen Hiburan Dan Tempat hiburan,
    Permohonan Lesen Hiburan Video / Snooker
    ,Permohonan Lesen Iklan Sementara, Permohonan
    Lesen Penjaja, Permohonan Lesen Perniagaan,
    Sementara Permohonan Tukar Milik Lesen

Factories and Machinery Department
  • Approval from this department is required before
    manufacturing operations may begin

Ministry of Science, Technology and Innovation
  • This Ministry has responsibility for the
    administration of the Environmental Quality Act
    and ensures that factories are equipped with
    appropriate anti-pollution controls.

Other Government Agencies
  • Various other government agencies regulate
    specific industries, such as
  • Inland revenue malaysia (LHDN)
  • finance and banking,
  • insurance,
  • real estate,
  • petroleum, etc.

Malaysian Law and Legislation concerned with
  • Employment law

Employment Law - Rights and Liabilities
  • The main body of employment is Malaysia is found
    in three principal legislation and subsidiary
    legislation. They are -
  • Employment Act, 1955
  • Industrial Relations Act, 1967
  • Trade Unions Act, 1959
  • The employers in Malaysia also need to bear in
    mind the relevant legislations -
  • Employees Provident Fund Act, 1991
  • Employees Social Security Act, 1969
  • Worksmens Compensation Act, 1952
  • Workers Minimum Standards of Housing and
    Amenities Act, 1990
  • Wages Council Act, 1947
  • Children and Young Persons (Employment) Act, 1966
  • Occupational Safety and Health Act, 1994
  • Human Resources Development Act, 1992

Employment Act 1955
  • The Employment Act 1955 is the legislation
    regulating the terms and conditions of employment
    of any person, irrespective of his occupation,
    who has entered into a contract of service with
    an employer under which such person's wages do
    not exceed RM1,500 a month. Among other things it
    sets out the minimum conditions of employment
    which include
  • A contract of service engaging a person may be
    written or oral, expressed or implied, specifying
    the period of notice required to terminate it
  • Wages earned must be paid not later than the
    seventh day after the last day of any wage

Employment Act 1955
  • Female workers are not permitted to work in any
    industrial or agricultural undertakings between
    the hours of ten in the evening and five in the
    morning. An application can however be made to
    waive the restriction
  • Ten paid gazetted public holidays in any one
    calendar year
  • Eight days of paid annual leave for employees
    with less than two years of service, twelve days
    of paid annual leave for those employees with two
    or more years of service but less than five years
    of service, and sixteen days for those with over
    five years of service

Employment Act 1955
  • Fourteen to twenty-two days sick leave in a year
    depending on length of service and where
    hospitalisation is necessary, up to an aggregate
    of sixty days sick leave in each year
  • Normal hours of work shall not exceed eight hours
    a day or forty-eight hours a week
  • Payment for overtime work is at a minimum of one
    and a half times the hourly rate of pay on normal
    working days, two times his hourly rate on rest
    days and three times his hourly rate on public
  • Paid maternity leave for female employees on
    maternity leave for sixty days.

Employees Provident Fund Act 1951 (EPF)
  • The Employees Provident Fund Act 1951 provides
    for a compulsory contributory provident fund
    which is payable to employees in full on reaching
    the age of 55 years.
  • All employers and employees are required to
    contribute to EPF at the rates of 12 and 11
    respectively of the employees' monthly wages.
  • Among the categories of employees precluded from
    compulsory contributions are
  • Expatriates employees
  • Domestic servants - Persons who are employed to
    work in or connected with work in a private
    dwelling house including a valet, gardener, and
    who are paid from the private account of the
  • However, expatriate employees, domestic servants
    and self-employed persons can elect to contribute
    to the EPF.

Employees' Social Security Act 1969
  • The Social Security Organisation (SOCSO)
    administers the Employment Injury Insurance
    Scheme and the Invalidity Pension Scheme, as
    provided for under the Employees' Social Security
    Act 1969.
  • All establishments, including factories,
    employing workers earning wages not exceeding RM
    3,000 a month, are required to insure their
    workers under the two social security schemes.
  • The Employment Injury Insurance Scheme provides
    employees with coverage in the event of any
    disablement or death due to employment injury by
    way of cash benefits and medical care. The
    contribution is borne solely by the employer and
    is about 1.25 of the wages of an employee.
  • The Invalidity Pension Scheme provides a 24-hour
    coverage to employees against invalidity and
    death due to any cause before the age of 55
    years. The total contribution is about 1 of the
    wages and is shared by the employer and the
    employee equally.

Human Resource Development Fund Act 1992
  • The Human Resources Development Act, 1992 which
    was enforced in January 1993 led to the
    establishment of the Human Resources Development
    Fund (HRDF) and administered by the Human
    Resources Development Council (HRDC). In line
    with the corporatisation exercise via the
    Pembangunan Sumber Manusia Berhad Act, 2001, the
    HRDC is now known as Pembangunan Sumber Manusia
    Berhad (PSMB).
  • The HRDF operates on the basis of a levy/grant
    system. Employers who have paid the levy will
    qualify for training grants from the fund to
    defray or subsidise training costs for their
    Malaysian employees.

Workmens Compensation Act 1952
  • An Act to provide for the payment of compensation
    benefits to a foreign worker who
  • possesses valid employment document for injuries
    sustained due to accident which arises
  • out of or in the course of employment or if death
    results from he accident, to the
  • dependents.

Occupational Safety and Health Act 1994
  • An Act to make further provisions for securing
    the safety, health and welfare of persons at
    work, for protecting others against risks to
    safety or health in connection with the
    activities of persons at work, to establish the
    National Council for Occupational Safety and
    Health, and for matters connected therewith.

Managing Your Business
  • Human resource
  • Taxation
  • Accounting and auditing needs
  • Standards and accreditation
  • arbitration

Human Resources Management
  • Labour Laws and Employment Guide
  • As an employer, you should be aware of the rules
    and guidelines for hiring and recruiting an
    employee for your company.
  • Employment Act 1955 A Guide To Malaysian Labour
  • Workmens Compensation
  • Children and Young Persons (Employment) Act 1966
    (Revised 1988)
  • Occupational Safety and Health Act 1994
  • Discontinuing an Employee Services
  • how to discontinue your employees service within
    the boundaries of the law
  • Guidelines on the Implementation of Retrenchment
    , Employee Service/Contract Termination
  • Benefits and Contributions
  • Maternity Leave Benefits, Rest Days and Public
    Holidays, Employees Provident Fund, Social
    Security Organisation
  • Employment of Foreign Workers and Expatriate
  • There are guidelines and procedures that you have
    to follow when hiring a foreign worker and
    expatriate personnel. The Immigration Department
    of Malaysia is the government agency that
    provides services for the application process of
    employment of expatriate personnel and foreign
    workers in Malaysia.

  • All income of accrued in, derived from or
    remitted to Malaysia, are liable to tax.
  • However, income derived from outside Malaysia and
    remitted to Malaysia by resident companies
    (except those involved in the banking, insurance,
    air and sea transportation business),
    non-resident companies and non-resident
    individuals are exempted from tax
  • The Inland Revenue Board Malaysia (LHDN) act as
    an agent to provide services in assessing,
    administering, collecting and enforcing the
    payment of income tax and other taxes that are
    under the board's jurisdiction.

Taxation (cont)
  • It is the duty of every person carrying on a
    business to keep proper books and prepare regular
  • It is also essential to meet the requirements of
    Section 82 of the Income Tax Act, 1967 and also,
    in the case of limited companies, to meet the
    requirements of the Companies Act, 1965
  • Malaysian laws are governed by statutes and the
    other principal statute that all businesses have
    to comply with is the Income Tax Act, 1967.

Growing Your Business
  • Add a new location for your business
  • Hire more employees
  • Find market information
  • Register as a state vendor
  • Getting started in international trade
  • Take Over and Mergers
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